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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FREEMAN MICHAEL L 1061 CUDAHY PLACE SAN DIEGO, CA 92110 |
Division President, Americas |
Richard T. Clampitt, attorney-in-fact for Michael F. Freeman | 10/12/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan. The Restricted Stock Units (RSUs) will be settled solely with Issuer Common Stock upon an annual vesting schedule as provided for in the Award Agreement for the RSUs as follows: 34% not later than November 15, 2017, 33% not later than November 15, 2018, and 33% not later than November 15, 2019. |
(2) | Acquisition of additional vested Market Share Units (Common Stock equivalents) upon certified performance vesting of Market Share Units (MSUs) awarded to the reporting person on October 14, 2013. Vested MSUs will be settled solely with Issuer Common Stock not later than November 15, 2016. |
(3) | Acquisition of vested Deferred Performance Units (Common Stock equivalents) upon certified performance vesting of Deferred Performance Units (DPUs) awarded to the reporting person on October 12, 2015. Vested DPUs will be settled solely with Issuer Common Stock following termination of employment. |
(4) | Total includes 2,338.619 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 6,762 RSUs, of which 2,791 are subject to future vesting, and 2,008 MSUs (target number) awarded to the reporting person in 2014 and 2015. MSUs and DPUs (which are performance-based equity awards) that were granted to the reporting person on October 11, 2016 are not reported herein as beneficially owned common stock equivalents. |